December 20, 2019
Page 3
2.2 As of the date of the Indenture, the Local Entities had all necessary limited liability company power and capacity to execute and deliver the Indenture, and as of the date hereof the Local Entities have all necessary limited liability company power and capacity to perform their respective obligations thereunder.
2.3 All necessary action has been taken on the part of the Local Entities to authorize the execution and delivery of the Indenture and the performance by the Local Entities of their respective obligations thereunder (including their respective Guarantees as provided therein).
2.4 The Indenture has been duly executed and delivered by the Local Entities to the extent that execution and delivery are governed by the laws of the State of Missouri.
SECTION 3:Our opinions are based on the assumptions (upon which we have relied with your consent) and subject to the qualifications and limitations, set forth in this letter, including the following:
3.1 The opinions expressed herein are limited in all respects to the laws of the State of Missouri, and we are expressing no opinion as to the effect of the federal laws of the United States of America or the laws of any other jurisdiction, domestic or foreign, which, without limitation, shall include charters, ordinances, administrative opinions and rules and regulations of cities, counties, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the federal, state or regional level).
3.2 We have assumed for purposes of this opinion: (a) the legal capacity and competence of each natural person executing any of the documents referenced in Section 1; (b) that all signatures are genuine and all documents submitted to us as copies conform to the originals; (c) the authenticity of all documents submitted to us as originals (including, without limitation, all amendments and exhibits thereto), the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such documents; (d) that any certifications dated prior to the date hereof remain true as of the date hereof; (e) that each Public Document is accurate, complete and authentic and all official public records are accurate and complete; (f) that there are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties that would, in either case, define, supplement or qualify the terms of the Indenture or the Notes; (g) that all statutes, judicial and administrative decisions, and rules and regulations of governmental agencies, constituting the law of Missouri, are generally available (i.e., in terms of access and distribution following publication or other release) to practicing lawyers, and are in a format that makes the legal research reasonably feasible; and (h) that the constitutionality or validity of a relevant statute, rule, regulation or agency action is not in issue unless a reported decision in Missouri has specifically addressed but not resolved, or has established, its unconstitutionality or invalidity.
Husch Blackwell LLP
Doc ID: 4827-2853-0862.5